Rule 2.5 Announcement

RNS Number : 2096K

Greencore Group PLC

12 July 2011

FOR IMMEDIATE RELEASE

12 JULY 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THESE MATERIALS ARE NOT AN OFFER FOR SALE OF, OR A SOLICITATION OF AN OFFER TO PURCHASE, SECURITIES IN THE UNITED STATES. THE SECURITIES TO BE ISSUED PURSUANT TO THE RIGHTS ISSUE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY OF THE RELEVANT SECURITIES LAWS OF CANADA, AUSTRALIA OR JAPAN. ACCORDINGLY, THE SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OR IN CANADA, AUSTRALIA OR JAPAN, EXCEPT PURSUANT TO EXEMPTIONS FROM APPLICABLE REQUIREMENTS OF ANY SUCH JURISDICTION. THE ISSUER DOES NOT INTEND TO REGISTER ANY PART OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

RECOMMENDED CASH OFFER

GREENCORE FOODS LIMITED

a wholly owned subsidiary of

GREENCORE GROUP PLC

for

UNIQ PLC

and

5 FOR 6 RIGHTS ISSUE TO RAISE APPROXIMATELY €80.2 MILLION, FULLY UNDERWRITTEN BY BARCLAYS CAPITAL, HSBC AND RBS HOARE GOVETT

Highlights

· Recommended cash offer by Greencore Foods Limited, a wholly owned subsidiary of Greencore Group PLC, for Uniq PLC.

· The Offer values each Uniq Share at 96 pence and Uniq's existing issued share capital at approximately £113 million.

· Premium of 62.7 per cent. to the Opening Price of a Uniq Share on 1 April 2011, the day on which Uniq's value realisation process was announced.

· Expectation of annual net cost synergies of at least £10 million through the elimination of duplicated corporate, divisional and functional overheads, and the overlapping nature of the respective supply chains.

· Significant tax assets available to shelter Uniq's profits from tax for the foreseeable future.

· The Greencore Board expects the Acquisition and associated financing (including the Rights Issue) to deliver mid-single digit (percentage point) adjusted earnings per share accretion in the financial year to end September 2012 and to be significantly accretive in years thereafter.¹

· The Greencore Board believes that the Uniq business, now that it has completed its pension deficit-for-equity restructuring, represents an excellent fit as part of Greencore's strategy in the UK which will:

· help the combined group achieve greater scale in the Food to Go and Chilled Desserts markets; and

· add new and complementary customer relationships to the Greencore Group, in particular with Marks & Spencer PLC.

· Acquisition to be funded through a fully underwritten 5 for 6 rights issue at €0.46 per share to raise approximately €80.2 million, and a new debt facility.

· Greencore has received irrevocable undertakings and non-binding letters of intent to vote in favour of the Resolutions to, inter alia, approve the Acquisition and Rights Issue from certain major Greencore Shareholders in respect of a total of approximately 78.2 million Greencore Shares representing approximately 37.4 per cent. of the issued share capital of Greencore.

· Irrevocable undertaking to accept the Offer received from Angel Street, representing approximately 90.2 per cent. of the issued share capital of Uniq.

Commenting on the Offer, Patrick Coveney, Chief Executive Officer of Greencore, said:

"The proposed acquisition of Uniq delivers demonstrable further scale in two key categories - Food to Go and Chilled Desserts, and is underpinned by substantial synergies. Furthermore, it broadens Greencore's commercial footprint and it is perfectly aligned to our strategy. It represents an important milestone as we extend the scale and leadership positions of our Group in the UK convenience market. I am very excited about bringing together the Greencore and Uniq teams to deliver on this opportunity."

Geoff Eaton, Chief Executive Officer of Uniq, said:

"Today's announcement is the best possible result for all concerned. It is a good offer from a strong business that provides an excellent strategic fit and, as such, represents the best outcome for employees, pension members and shareholders, as well as an exciting opportunity for Greencore.

The Uniq team has done an exceptional job over the past two years to find a solution to Uniq's pension scheme issues, whilst continuing to deliver a high quality service to our customers. As a result, the building blocks are in place for the Uniq businesses to realise their full potential with a committed, long-term owner, such as Greencore."

________________________________________________________________________________

1 Adjusted earnings per share is defined as earnings per Greencore Share before exceptional items, pension finance items, acquisition related amortisation, FX on inter-company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustment. Adjusted earnings per share has been stated before the accounting recognition of deferred tax assets upon acquisition. This accretion statement reflects the expected phased synergies of the acquisition and excludes exceptional costs related to the acquisition.

________________________________________________________________________________

Summary

· The boards of Greencore and Uniq are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Greencore Foods, a wholly owned subsidiary of Greencore, for the whole of the issued and to be issued share capital of Uniq.

· Under the terms of the Offer, Uniq Shareholders will be entitled to receive 96 pence per Uniq Share in cash, valuing the existing issued share capital of Uniq at approximately £113 million.

· The Offer Price represents a premium of:

· approximately 62.7 per cent. to the Opening Price of 59.0 pence for each Uniq Share on 1 April 2011, the day on which Uniq announced that it had been informed that its 90.2 per cent. shareholder, Angel Street, intended to undertake a process to realise all or part of its shareholding in Uniq. Prior to 1 April 2011, Uniq's Shares represented the pre-Restructuring share capital of Uniq and were suspended from trading on 17 March 2011 pending completion of the Restructuring; and

· approximately 25.5 per cent. to the Closing Price of 76.5 pence for each Uniq Share on 11 July 2011, the last dealing day prior to the date of this announcement.

· The Greencore Directors expect the Acquisition and associated financing (including the Rights Issue) to deliver mid-single digit (percentage point) adjusted earnings per share accretion in the financial year to end September 2012 and to be significantly accretive in years thereafter.² This statement should not be construed as a profit forecast or be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Greencore Group, taking into account the effect of the Rights Issue, will necessarily be greater than the historic published earnings per share, profits, margins or cash flows of the Greencore Group. The return on invested capital associated with the Acquisition is expected to comfortably exceed the Greencore Group's weighted average cost of capital in the first year after completion of the Acquisition, with substantially higher returns achieved in the years following.

· Uniq has a range of tax assets arising from significant pension contributions in recent years together with other losses arising from previous trading performance and capital expenditure and Greencore anticipates being able to use these to shelter Uniq's profits from tax for the foreseeable future.

· The Uniq Directors, who have been so advised by Investec, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Uniq Directors, Investec has taken into account the commercial assessments of the Uniq Directors. Accordingly, the Uniq Board has agreed unanimously to recommend that Uniq Shareholders accept the Offer, as they have themselves irrevocably undertaken to do in respect of their entire beneficial holdings of Uniq Shares amounting to, in aggregate, 37,893 Uniq Shares, representing approximately 0.03 per cent. of the existing issued share capital of Uniq.

· In addition, Greencore has received an irrevocable undertaking to accept the Offer from Angel Street, in respect of a total of 105,704,563 Uniq Shares representing approximately 90.2 per cent. of the issued share capital of Uniq.

· The undertakings in respect of 105,742,456 Uniq Shares, in aggregate, from the Uniq Directors and Angel Street will continue to be binding in the event of an offer for the issued ordinary share capital of Uniq by another party.

· Greencore intends to raise approximately €80.2 million, through a 5 for 6 rights issue at €0.46 per share, which has been fully underwritten by Barclays Capital, HSBC and RBS Hoare Govett. The proceeds of the Rights Issue will be applied towards funding the consideration payable by Greencore to Uniq Shareholders in connection with the Acquisition. The balance will be funded by drawing on a facility to be made available to the Greencore Group specifically for the purpose of implementing the Acquisition.

· Each of the Greencore Directors either intends to take up in full their Rights to subscribe for New Greencore Shares under the Rights Issue or to sell sufficient of their Nil Paid Rights during the nil paid dealing period to meet the costs of taking up the balance of their entitlement to New Greencore Shares.

· The Acquisition is of sufficient size relative to the Greencore Group to constitute a Class 1 Transaction for the purposes of the Listing Rules and the Offer is therefore conditional upon (among other things) the approval of Greencore Shareholders.

· Greencore has received irrevocable undertakings to vote in favour of the Resolutions to,inter alia, approve the Acquisition and Rights Issue from certain Greencore Shareholders in respect of a total of 42,603,687 Greencore Shares representing approximately 20.4 per cent. of the issued share capital of Greencore, details of which are set out in Part 2 of Appendix III.

· Greencore has also received non-binding letters of intent to vote in favour of the Resolutions to, inter alia, approve the Acquisition and Rights Issue from certain Greencore shareholders in respect of a total of approximately 35.6 million Greencore Shares representing approximately 17.0 per cent. of the issued share capital of Greencore, details of which are set out in Part 2 of Appendix III.

· The Greencore Board considers the Acquisition and the Rights Issue to be in the best interests of Greencore and Greencore Shareholders as a whole and, accordingly, will unanimously recommend that Greencore Shareholders vote in favour of all of the Resolutions to be proposed at the EGM as the Greencore Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 721,090 Greencore Shares (representing, in aggregate, approximately 0.3 per cent. of the issued ordinary share capital of Greencore).

· The Greencore Board, which has received financial advice from Barclays Capital, considers the terms of the Acquisition to be fair and reasonable. In providing such financial advice to the Greencore Board, Barclays Capital has relied upon the Greencore Board's commercial assessment of the Acquisition.

Following the Acquisition and the Rights Issue, Greencore will remain domiciled and tax resident in Ireland with its registered and corporate head office in Dublin. Greencore will report results in pounds sterling and target entry into the FTSE UK Index Series.

This summary should be read in conjunction with the full text of the following announcement. Appendix IV to the following announcement contains definitions of certain terms used in this summary and the following announcement.

The Offer Document will be posted to Uniq Shareholders as soon as practicable and, in any event (save with the consent of the Panel), within 28 days of the date of this announcement.

The Prospectus will be posted to Greencore Shareholders on or about 15 July 2011.

_______________________________________________________________________

² Adjusted earnings per share is defined as earnings per Greencore Share before exceptional items, pension finance items, acquisition related amortisation, FX on inter-company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustment. Adjusted earnings per share has been stated before the accounting recognition of deferred tax assets upon acquisition. This accretion statement reflects the expected phased synergies of the acquisition and excludes exceptional costs related to the acquisition.

_________________________________________________________________________________________

Presentation

A presentation will be made to analysts and institutional investors at 9.00am on Tuesday 12 July 2011 at Eversheds LLP, One Wood Street, London EC2V 7WS.

This presentation can be accessed live through the following channels:

Webcast - details on: www.greencore.com/investor_relations

Conference call:

UK:	+44 (0)20 7136 6285
Ireland:	+353 (1) 4860916
Pass code:	5018234#

PRESS ENQUIRIES

For further information contact:

Greencore
Eoin Tonge	+353 (1) 605 1017
Patrick Coveney	+353 (1) 605 1045
Alan Williams	+353 (1) 605 1018

Uniq
Geoff Eaton	+44 (0) 1753 276011
Martin Beer

Barclays Capital (financial adviser, sole sponsor and joint broker to Greencore and sole global co-ordinator and bookrunner for the Rights Issue)
Mark Todd	+44 (0) 20 7623 2323
Jon Bathard-Smith (Corporate Broking)

Investec (financial adviser, NOMAD and broker to Uniq)
Clifford Halvorsen	+44 (0) 20 7597 4000
David Anderson

Spayne Lindsay (financial adviser to Angel Street)
Tom Lindsay	+44 (0) 20 7808 3240
Paul Satchell

Goodbody Stockbrokers (joint broker to Greencore)
Linda C. Hickey	+353 (1) 641 6017

Powerscourt (PR adviser to Greencore)
Greg Lawless	+44 (0) 20 7250 1446
Lisa Kavanagh

Drury Communications (PR adviser to Greencore)
Anne-Marie Curran	+353 (1) 260 5000

MHP (PR adviser to Uniq)
Tim McCall	+44 (0) 20 3128 8791

Apart from the responsibilities, if any, which may be imposed on Barclays Capital by the Financial Services and Markets Act 2000, the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or the regulatory regimes established thereunder or the UK Code, Barclays Capital does not accept any responsibility whatsoever for the contents of this announcement or for any statements made or purported to be made by them or on its behalf in connection with the Offer, Acquisition and/or Rights Issue. Barclays Capital accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

Barclays Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Greencore and no-one else in connection with the Offer, Acquisition and Rights Issue and will not be responsible to any person other than Greencore for providing the protections afforded to customers of Barclays Capital or for providing advice in relation to the Offer, Acquisition and/or Rights Issue or any other matter referred to in this announcement.

Investec is acting exclusively for Uniq in connection with the Offer and will not be responsible to any person other than Uniq for providing the protections afforded to clients of Investec or for providing advice in relation to the Offer or any other matter referred to in this announcement.

Spayne Lindsay is acting exclusively for Angel Street in connection with the Offer and will not be responsible to any person other than Angel Street for providing the protections afforded to clients of Spayne Lindsay or for providing advice in relation to the Offer or any other matter referred to in this announcement.

Goodbody Stockbrokers, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for Greencore and no one else as corporate broker in connection with the Acquisition and as corporate broker in connection with the Rights Issue and will not be responsible to anyone other than Greencore for providing the protections afforded to its clients or for providing advice in relation to the Acquisition and/or Rights Issue or in relation to the contents of this document or any transaction or any other matters referred to in this document.

Oghma Partners LLP also provided certain advisory services exclusively to Greencore and will not be responsible to anyone other than Greencore for providing the protections afforded to its clients or for providing advice in relation to the Acquisition and/or Rights Issue or any other matters referred to in this document.

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Offer should be made only on the basis of information contained or referred to in the Offer Document which Greencore intends to despatch shortly to Uniq Shareholders and, for information only, to holders of options under the Uniq Share Scheme and the holder of the Uniq Warrants.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document. The availability of the Rights Issue (which will be made only pursuant to the Prospectus and the Provisional Allotment Letters (as defined therein)) to persons who are not resident in the United Kingdom or the Republic of Ireland may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders (in the context of the Rights Issue) are contained in the Prospectus.

The Offer referred to in this announcement will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in the United States, Canada, Australia or Japan or any such other jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from the United States, Canada, Australia or Japan or any such other jurisdiction.

Uniq Shareholders (including, without limitation, nominees, trustees or custodians) must not forward this announcement to the United States, Canada, Australia, Japan or any other such jurisdiction.

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This announcement includes forward-looking statements, such as Greencore's beliefs and expectations regarding the proposed combination of Greencore's and Uniq's businesses. These statements are based on certain assumptions and reflect Greencore's current expectations. Forward-looking statements also include statements about Greencore's beliefs and expectations related to the Acquisition, benefits that would be afforded to customers, benefits to the Greencore Group that are expected to be obtained as a result of the Acquisition, as well as Greencore's ability to enhance shareholder value through, among other things, the delivery of expected synergies. There can be no assurance that the Acquisition will be consummated or that the anticipated benefits will be realised. The Acquisition is subject to various approvals and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or such conditions will be met. All forward-looking statements in this announcement are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. These risks and uncertainties include: the ability to achieve the cost savings and synergies contemplated through the Acquisition; the failure of Greencore Shareholders to approve the Acquisition; the failure of Angel Street to comply with its obligations under its irrevocable undertaking; the effect of regulatory conditions, if any, imposed by regulatory authorities; the reaction of Greencore's and Uniq's customers, employees and suppliers to the Acquisition; the ability to promptly and effectively integrate the businesses of Greencore and Uniq; and the diversion of management time on Acquisition-related issues. Additional factors that could cause actual results or events to differ materially from current expectations are discussed in Greencore's and Uniq's respective materials filed with the securities regulatory authorities in the United Kingdom and in the Republic of Ireland (as the case may be) from time to time including Greencore's Annual Report and Accounts for the financial year ended 25 September 2010 and Uniq's Annual Report and Accounts for the financial year ended 31 December 2010. Any forward-looking statements made by or on behalf of Greencore and Uniq speak only as of the date they are made. Greencore and Uniq each disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Past performance is no guarantee of future performance.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on website

A copy of this announcement will be available free of charge on Greencore's website at www.Greencore.com and on Uniq's website at www.Uniq.com by no later than 12.00 p.m. (London time) on 13 July 2011.

FOR IMMEDIATE RELEASE

12 JULY 2011

RECOMMENDED CASH OFFER

GREENCORE FOODS LIMITED

a wholly owned subsidiary of

GREENCORE GROUP PLC

for

UNIQ PLC

and

5 FOR 6 RIGHTS ISSUE TO RAISE APPROXIMATELY €80.2 MILLION, FULLY UNDERWRITTEN BY BARCLAYS CAPITAL, HSBC AND RBS HOARE GOVETT

1. Introduction

The boards of Greencore and Uniq are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Greencore Foods, a wholly owned subsidiary of Greencore, for the whole of the issued and to be issued share capital of Uniq.

The Offer values each Uniq Share at 96 pence and Uniq's existing issued share capital at approximately £113 million.

Greencore announces that it intends to raise approximately €80.2 million, through a 5 for 6 rights issue at €0.46 per share, which has been fully underwritten by Barclays Capital, HSBC and RBS Hoare Govett. The proceeds of the Rights Issue will be applied towards funding the consideration payable by Greencore to Uniq Shareholders in connection with the Acquisition. Further details on the Rights Issue are set out in paragraph 7 of this announcement.

· The Offer Price represents a premium of:

· approximately 25.5 per cent. to the Closing Price of 76.5 pence for each Uniq Share on 11 July 2011, the last dealing day prior to the date of this announcement.

Greencore has received an irrevocable undertaking to accept the Offer from Angel Street, in respect of a total of 105,704,563 Uniq Shares representing approximately 90.2 per cent. of the issued share capital of Uniq.

2. Recommendation

The Uniq Directors, who have been so advised by Investec, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Uniq Directors, Investec has taken into account the commercial assessments of the Uniq Directors. Accordingly, the Uniq Board has agreed unanimously to recommend that Uniq Shareholders accept the Offer, as they have themselves irrevocably undertaken to do (or procure to be done) in respect of their entire beneficial holdings of Uniq Shares amounting to, in aggregate, 37,893 Uniq Shares, representing approximately 0.03 per cent. of Uniq's existing issued share capital.

3. The Offer

The Offer, which will be on the terms and subject to the conditions set out below and in Appendix I, and to be set out in full in the formal Offer Document and Form of Acceptance, will be made on the following basis:

For each Uniq Share 96 pence in cash

Uniq Shares will be acquired by Greencore pursuant to the Offer fully paid and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights and/or interests of any nature whatsoever and together with all rights attaching to them, now or in the future, including the right to receive and retain all dividends, interest and other distributions declared, paid or made in the future.

The Acquisition will be conditional upon, inter alia:

· the Resolutions to approve the Acquisition and the Rights Issue being passed by Greencore Shareholders by the requisite majority of votes at the EGM;

· Admission of the New Greencore Shares (nil and fully paid) to the Official List;

· the UK Office of Fair Trading indicating (in terms reasonably satisfactory to Greencore) that it does not intend to refer the Acquisition or any related matter to the Competition Commission; and

· the Irish Competition Authority determining that the Acquisition may be put into effect (or, as the case may be, not determining to the contrary within the relevant statutory time periods) in accordance with the provisions of the Irish Competition Act.

Subject to satisfaction of the Conditions to the Offer, which are set out in Part A of Appendix I, it is expected that completion of the Acquisition will occur at or around the end of September 2011. On completion of the Acquisition, Uniq will become a subsidiary of the Company. Under the terms of the Offer, Uniq Shareholders will only receive cash in consideration for their Uniq Shares and will not receive Greencore Shares in consideration for their Uniq Shares.

4. Background to and Reasons for the Offer

The Greencore strategy is centred on building leadership in the UK convenience food market. The Greencore Board believes in establishing and deepening leadership positions in discrete food categories, especially in chilled convenience foods, and in achieving operational excellence, to deliver strong, sustainable and growing returns to Greencore Shareholders. The Greencore Board believes that the Uniq business, which has recently completed its pension deficit-for-equity restructuring, represents an excellent fit to this strategy which will help the combined group achieve greater scale in the Food to Go and Chilled Desserts markets. Importantly, this scale can be achieved while adding new and complementary customer relationships to the Greencore Group. Furthermore, the elimination of duplicated corporate, divisional and functional overheads, and the overlapping nature of the respective supply chains, create considerable potential for synergy delivery.

On 1 April 2011, Uniq announced that Angel Street was undertaking a process to realise all or part of its shareholdings. Greencore participated in this process and Angel Street has irrevocably undertaken to accept the Offer in respect of 105,704,563 Uniq Shares, representing 90.2% of Uniq's existing issued share capital, being all the Uniq Shares it owns or controls.

The Greencore Board believes that the investment case for the Acquisition is underpinned by the synergy potential and strategic rationale which is set out below.

Strong complementary portfolio and assets

The Greencore Board believes that the Acquisition will:

· add a set of quality businesses across the growing Food to Go and Desserts categories which can combine effectively with Greencore's existing portfolio;

· strengthen the Greencore Food to Go business by building further scale in sandwiches, and by establishing Greencore as a more significant supplier in the salads marketplace;

· provide Greencore with a platform to build out a stronger, more broadly based Chilled Desserts business than it operates today; Greencore recognises the progress Uniq has made in the restructuring of its desserts business in recent years and will continue to focus on and improve that business to ensure acceptable returns;

· add a complementary customer base, in particular adding a significant position with Marks & Spencer PLC in sandwiches and premium desserts, a customer to which Greencore has modest exposure to today; and

· broaden the platform to support continued investment in innovation for the benefit of Greencore Shareholders and the customers of the Greencore Group.

Greencore has a clear integration plan to combine the two businesses, within the existing Greencore structures, while ensuring that the Greencore Group protects and builds on the expertise, knowledge and commercial relationships that sit within the Uniq Group, especially within the Uniq "Food To Go" and "Desserts" businesses. Both Greencore and Uniq operate with a decentralised set of largely autonomous category business units. The Greencore Directors believe that this shared structural approach, allied to some commonality of systems, and many shared values, will facilitate the integration of Uniq into the Greencore Group.

Further information on the existing operations of the Greencore Group and the Uniq Group (including their food portfolios and asset bases) is detailed in paragraphs 9 and 10, respectively, of this announcement.

Synergies

Greencore has looked closely at the potential synergy delivery resulting from the Acquisition. The assessment of this potential has been aided by the fact that both Greencore and Uniq operate in many of the same markets, with consequent duplication at the corporate, divisional and functional level, and with overlapping supply chains and supplier bases. In forming a view on the synergy potential, Greencore has relied on its own experience, the full cooperation and insight of Uniq senior management, as far as has been appropriate to date, and extensive analytical work.

As a result, the Greencore Board believes that, following the Acquisition, the Greencore Group will be able to achieve annual net cost synergies of at least £10 million. This comprises £5 million from the elimination of duplicated corporate, divisional and functional overheads and £5 million from purchasing and supply chain efficiencies generated from the overlapping nature of the respective supply chains.

The Greencore Board expects that the Group will benefit from approximately 70 per cent. of these synergies in the financial year to end September 2012, rising to approximately 100 per cent. in the following financial year. It is expected that realisation of these synergies will incur one-off cash costs of approximately £10 million, of which approximately 70 per cent. will be incurred in the first 12 months after completion of the Acquisition, with the balance in the following year.

Tax assets

Uniq has a range of tax assets arising from significant pension contributions in recent years together with other losses arising from previous trading performance and capital expenditure. Whilst there are detailed rules to determine how the various types of tax assets can be used and a number of potential restrictions that can apply to these on a change of ownership, Greencore anticipates that Uniq should be able to use certain of these assets in the coming years to offset future profits as they arise and that, in particular, Uniq should be able to shelter its profits from tax for the foreseeable future.

Financial effects of the Acquisition

The Greencore Directors expect the Acquisition and associated financing (including the Rights Issue) to deliver mid-single digit (percentage point) adjusted earnings per share accretion in the financial year to end September 2012 and to be significantly accretive in years thereafter.³ This statement should not be construed as a profit forecast or be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Greencore Group, taking into account the effect of the Rights Issue, will necessarily be greater than the historic published earnings per share, profits, margins or cash flows of the Greencore Group.

The return on invested capital associated with the Acquisition is expected to comfortably exceed the Greencore Group's weighted average cost of capital in the first year after completion of the Acquisition, with substantially higher returns achieved in the years following.

The Greencore Board's expectations of these financial effects are based upon an assumed acquisition completion at the end of September 2011 and the realisation of synergies on the basis described above and do not take into account any exceptional restructuring costs.

Greencore Group capital structure and dividend policy

The Greencore Board believes that the proposed financing of the Acquisition will leave the Greencore Group with a strong credit profile which will facilitate financial and strategic flexibility for the future. On completion of the Acquisition, the Greencore Board expects that the financial leverage of the Greencore Group will be broadly in line with Greencore's present position. As the financial benefits of the Acquisition outlined above are realised, the Greencore Board expects this financial leverage to fall, with the Greencore Group's net debt to EBITDA ratio expected to be approaching 2 times by the end of financial year ending September 2013.

Reflecting the confidence that the Greencore Board has in the benefits of the Acquisition and the cash generative potential of the Greencore Group, it is intended that Greencore will maintain its progressive dividend policy and continue to target a dividend payout ratio of 40 per cent. to 50 per cent. of adjusted earnings per share.

________________________________________________________________

³ Adjusted earnings per share is defined as earnings per Greencore Share before exceptional items, pension finance items, acquisition related amortisation, FX on inter-company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustment. Adjusted earnings per share has been stated before the accounting recognition of deferred tax assets upon acquisition. This accretion statement reflects the expected phased synergies of the acquisition and excludes exceptional costs related to the acquisition.

________________________________________________________________________________

5. Background to the Recommendation

Restructuring

Uniq (which was formerly called Unigate plc) was a multinational conglomerate with over 30,000 employees in the UK, continental Europe and North America. As part of two decades of restructuring, Uniq refocused its operations and divested a number of its businesses, including its dairy business in 2000 and (by demerger) its logistics business, Wincanton plc, in 2001. Uniq was, however, left with a defined benefit pension scheme with approximately 21,000 pension members but had a much smaller business with which to support its obligations to the Uniq Pension Scheme. Despite a continued program of realisations from Uniq's portfolio releasing cash to reduce indebtedness and set aside funding for the Uniq Pension Scheme, the global recession resulted in challenging financial conditions which in turn led to a significant increase in the pension deficit.

Uniq's management, having previously attempted to secure a long-term funding proposal in 2010 with the Trustee, secured agreement with the Trustee, the Pensions Regulator and the Board of the Pension Protection Fund to restructure Uniq in February 2011.

On 24 March 2011, Uniq completed the Restructuring which released it and certain other members of the Uniq Group from their obligations in relation to the defined benefit section of the Uniq Pension Scheme. The Trustee agreed to release the Uniq companies from such obligations in effect in exchange for a cash payment to the Uniq Pension Scheme and a 90.2 per cent. shareholding in Uniq being issued to Angel Street, a new company specifically formed for the purpose of the Restructuring. As part of the Restructuring, Angel Street became an employer under the Uniq Pension Scheme and is now solely responsible for the defined benefit section of the Uniq Pension Scheme.

On 23 March 2011, Uniq (as principal employer) terminated the defined benefit section of the Uniq Pension Scheme and immediately thereafter the Trustee began to wind up that section in accordance with the trust deed and rules governing the Uniq Pension Scheme and pensions legislation. The winding-up of the defined benefit section of the Uniq Pension Scheme and certification of the deficit triggered a statutory debt on Angel Street. As a result of such debt being triggered, Keith Hinds and Daniel Taylor of Grant Thornton UK LLP were appointed administrators of Angel Street on 24 March 2011 and the Trustee is its primary creditor. The administration of Angel Street triggered the start of an assessment period in relation to the defined benefit section of the Uniq Pension Scheme. The Pension Protection Fund exercises the Trustee's creditor rights in respect of the defined benefit section of the Uniq Pension Scheme whilst it is in the assessment period.

Uniq's management believe that the Restructuring created a long-term capital structure which, by freeing the Uniq Group from its legacy pension burden, would allow management the opportunity to focus on delivering their plans for the business.

Sale process

Uniq was informed in April 2011 of Angel Street's intention to undertake a process to realise all or part of its shareholding in Uniq. Angel Street, acting by its administrators Keith Hinds and Daniel Taylor of Grant Thornton UK LLP, appointed Spayne Lindsay to advise it on selling its shareholding. A sale process has been undertaken with a number of interested parties. Following the receipt of detailed proposals from Greencore, and taking into account the relevant factors for Angel Street and advice from Spayne Lindsay, Angel Street has irrevocably undertaken to accept the Offer.

The Uniq Board believes that, following a significant period of uncertainty for all stakeholders in the Uniq business, the Offer delivers significant value for all Uniq Shareholders, in cash, at a significant premium to Uniq's prevailing share price. Further, the Offer also provides a suitable parent company to continue to fund and aid the development of the Uniq business for the future.

6. Irrevocable Undertakings to Accept the Offer

Greencore has received irrevocable undertakings to accept the Offer from the directors of Uniq in respect of 37,893 Uniq Shares, being their entire beneficial holding of Uniq Shares, representing approximately 0.03 per cent. of the issued share capital of Uniq, details of which are set out in Part 1 of Appendix III.

These irrevocable undertakings will only cease to be binding in the event that the Offer lapses or is withdrawn.

In addition, Greencore has received an irrevocable undertaking to accept the Offer from Angel Street in respect of 105,704,563 Uniq Shares representing approximately 90.2 per cent. of the issued share capital of Uniq, details of which are set out in Part 1 of Appendix III.

This irrevocable undertaking will only cease to be binding in the event that the Offer Document is not posted within 28 days of the date of this announcement or within such longer period as Greencore, with the consent of the Panel, determines or the Offer lapses or is withdrawn.

Accordingly, Greencore has received irrevocable undertakings in respect of, in aggregate, 105,742,456 Uniq Shares, representing approximately 90.2 per cent. of Uniq's existing issued share capital.

7. The Rights Issue

Greencore intends to raise approximately €80.2 million, by way of the Rights Issue, the proceeds of which will be applied towards funding the consideration payable to Uniq Shareholders in connection with the Acquisition. The Rights Issue is not conditional upon completion of the Acquisition.

Under the Rights Issue, the New Greencore Shares will be offered by way of Nil Paid Rights to Qualifying Shareholders (other than, subject to certain limited exceptions, those with registered addresses in the United States or in the Excluded Territories) on the following basis:

5 New Greencore Shares at €0.46 each for every 6 Existing Greencore Shares

held and registered in the name of the Qualifying Shareholder at the Record Date.

The Rights Issue Price of €0.46 per New Greencore Share represents a 52.1 per cent. discount to the Closing Price of an Existing Greencore Share of €0.961 on 11 July 2011, and a 37.3 per cent. discount to the TERP based on that Closing Price.

The Rights Issue, which has been fully underwritten by the Underwriters in accordance with the terms and subject to the conditions of the Underwriting Agreement, is conditional on:

· all of the Resolutions relating to the Rights Issue being passed by the requisite majorities of Greencore Shareholders at the EGM;

· the Underwriting Agreement having become unconditional in all respects and not having been terminated in accordance with its terms; and

· Admission of the New Greencore Shares, nil paid and fully paid, having occurred not later than 8.00 a.m. on 29 November 2011 (or such later time and/or date as Greencore and the Underwriters may agree).

Applications will be made for the New Greencore Shares, nil paid and fully paid, to be admitted to the Official Lists of the UK Listing Authority and the Irish Stock Exchange and for the New Greencore Shares, nil paid and fully paid, to be admitted to trading on regulated markets of the London Stock Exchange and the Irish Stock Exchange.

The New Greencore Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Greencore Shares, including the right to receive all dividends or other distributions made, paid or declared by reference to a record date falling after the date of allotment and issue of the New Greencore Shares.

Each of the Greencore Directors either intends to take up in full their rights to subscribe for New Greencore Shares under the Rights Issue or to sell sufficient of their Nil Paid Rights during the nil paid dealing period to meet the costs of taking up the balance of their entitlement to New Greencore Shares.

The Rights Issue is not conditional upon completion of the Acquisition and should the Rights Issue proceed and the Acquisition not complete, the current intention of the Board is that the proceeds of the Rights Issue will be used to reduce net debt while the Directors evaluate other opportunities. If the Directors determine that no opportunities to generate incremental shareholder value exist then the Directors intend to return the Rights Issue proceeds to Shareholders in the most tax efficient manner possible.

Further details of the Rights Issue are set out in the Prospectus which will be posted to Greencore Shareholders on or about 15 July 2011.

8. Greencore Shareholder Approvals, General Meeting and Prospectus

The Acquisition is of sufficient size relative to the Greencore Group to constitute a Class 1 Transaction for the purposes of the Listing Rules and the Offer is therefore conditional (among other things) upon the approval of Greencore Shareholders. The Rights Issue is also conditional upon, among other things, the passing of the Resolutions but is not conditional upon completion of the Acquisition. Accordingly, the EGM is to be held at 11.00 a.m. on or about 8 August 2011 at The Crowne Plaza Hotel, Northwood Business Park, Santry, Dublin 9, Ireland for the purposes of approving the Acquisition and the Resolutions that are required (or thought desirable) in order to implement the Rights Issue.

Greencore has received irrevocable undertakings to vote in favour of the Resolutions to, inter alia, approve the Acquisition and Rights Issue from certain Greencore Shareholders in respect of a total of 42,603,687 Greencore Shares representing approximately 20.4 per cent. of the issued share capital of Greencore, details of which are set out in Part 2 of Appendix III.

Greencore has also received non-binding letters of intent to vote in favour of the Resolutions to, inter alia, approve the Acquisition and Rights Issue from certain Greencore shareholders in respect of a total of approximately 35.6 million Greencore Shares representing approximately 17.0 per cent. of the issued share capital of Greencore, details of which are set out in Part 2 of Appendix III.

The Greencore Board, which has received financial advice from Barclays Capital, considers the terms of the Acquisition to be fair and reasonable. In providing such financial advice to the Greencore Board, Barclays Capital has relied upon the Greencore Board's commercial assessment of the Acquisition.

The Greencore Board considers the Acquisition and the Rights Issue to be in the best interests of Greencore and Greencore Shareholders as a whole and, accordingly, will unanimously recommend that Greencore Shareholders vote in favour of all of the Resolutions to be proposed at the EGM, as the Greencore Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 721,090 Greencore Shares (representing in aggregate, approximately 0.3 per cent. of the issued ordinary share capital of Greencore).

9. Information on the Greencore Group

The Greencore Group is an international manufacturer of convenience foods comprising a core "Convenience Foods" division and an "Ingredients and Property" division. The Convenience Foods division provides a wide range of customer and licensed brands to major retail and foodservice customers in the UK, Ireland and the US.

The Greencore Group operates from 20 facilities (18 of which are manufacturing facilities) in the UK, Ireland and the US, directly employing approximately 7,000 people.

In the UK, the Convenience Foods division supplies many of the major food retailers across a range of products including sandwiches, snack salads, sushi, chilled convenience meals, chilled soups and sauces, ambient sauces and pickles, cakes and desserts and Yorkshire puddings.

Recently, the Greencore Group has made significant steps to concentrate its strategic focus on its convenience foods businesses. This follows the completion of a successful disposal programme, which saw the disposals of Greencore Group's non-core malt, water and continental European convenience food businesses.

As a result, at 24 September 2010, the Greencore Group was a focused, strong performing convenience food business with a 31.8 per cent. decrease in net debt from the previous year (down from €283.5 million as at 25 September 2009 to €193.4 million as at 24 September 2010). In the year to 24 September 2010, revenue was up 6.4% to €856.0m and group operating profit from continuing operations before exceptional items was up 17.8% to €57.3m from the previous year.

In the half year ended 25 March 2011, the Greencore Group delivered a half year performance which generated operating profits from continuing operations before exceptional items of €27.0 million on continuing sales of €441.8 million. As a result of the decrease in average net debt during the period, bank interest payable reduced by €4.7 million. As at 25 March 2011, the Greencore Group had total assets of €844.0 million and net assets of €179.9 million.

10. Information on the Uniq Group

The Uniq Group is a private label chilled foods producer in the UK whose shares are quoted on AIM. Uniq's business comprises two divisions: "Food to Go" and "Desserts". Food to Go is comprised of the sandwiches business at Uniq's Northampton site and the Smedley's salads business at its Spalding site. The Desserts division is supplied by Uniq's Minsterley and Evercreech sites.

Uniq's strategy is to achieve growth by empowering its businesses, with the aim of giving them the speed and flexibility to meet the needs of Uniq's customers, and to leverage its combined scale to support its businesses and enhance growth opportunities through quality and efficiency of service delivery. Uniq intends to meet the needs of its customers and consumers through innovation that satisfies the demands of growing and ever-changing markets and working in partnership with its key suppliers and customers to achieve the most effective supply chain capable of delivering added value to its shared consumers.

Headquartered in Gerrards Cross, England, Uniq employs around 1,900 people and manufactures its products in four sites across the UK at Northampton, Spalding, Minsterley and Evercreech.

In the financial year ended 31 December 2010, Uniq generated an operating profit of £1.7 million and a loss before tax of £11.2 million on revenue of £311.9 million (operating profit before significant items was £4.1 million and loss before tax and significant items was £8.8 million) and in the financial year ended 31 December 2009, Uniq generated an operating loss of £2.6 million and a loss before tax of £18.5 million on sales of £287.2 million (operating loss before significant items was £1.9 million and loss before tax and significant items was £17.8 million). As at 31 December 2010, the Uniq Group had gross assets of £182.6 million and net liabilities of £21.9 million.

11. Current Trading and Prospects

(a) Greencore current trading

Greencore published an Interim Management Statement on 12 July 2011 which included the following statement:

"The FY11 financial year is a 53 week year. The 'additional' week is included in the third quarter results. As a result, the tables set out below include quarterly and year to date revenue growth rates both including and excluding the 'additional' week and are presented using both reported and constant currency.

Third Quarter Revenue Performance

Revenue Progression	Q3 Reported Currency (14 weeks)	Q3 Constant Currency (14 weeks)	Q3 Reported Currency (excl extra week)	Q3 Constant Currency (excl extra week)
Convenience Foods	+12%	+18%	+4%	+9%

Ingredients & Property	+33%	+33%	+24%	+24%

Total	+14%	+19%	+6%	+11%

Year to Date Revenue Performance

Revenue Progression	YTD Reported Currency (40 weeks)	YTD Constant Currency (40 weeks)	YTD Reported Currency (excl extra week)	YTD Constant Currency (excl extra week)
Convenience Foods	+10%	+9%	+7%	+6%

Ingredients & Property	+14%	+14%	+11%	+11%

Total	+10%	+9%	+7%	+6%

Convenience Foods

In our Interim results announced on 24 May 2011, we highlighted that the Convenience Foods division had recorded a good first half in challenging market conditions with sales from continuing operations increasing by 4.3% on a constant currency basis. This sales momentum has continued into the third quarter with constant currency sales growing by 9% during that period. This strong performance was driven by:

· Buoyant underlying demand during April and May reflecting in part good weather and the timing of bank/public holidays;

· The year on year impact of new customer gains particularly in our largest businesses of Prepared Meals and Food to Go;

· The Grocery business returning to revenue growth having completed its product rationalisation programme;

· Good sales growth in the US business reflecting strong growth in the recently acquired "On A Roll" business. On a Roll contributed 3 percentage points of constant currency revenue growth to the Convenience Foods division in the quarter.

Input cost inflation is expected to be around 4% in FY2011 with over 95% of ingredients and packaging requirements for the financial year either purchased or contracted. The financial impact of this inflation will have been mitigated in FY2011 through internal efficiencies, product reconfiguration and selected price increases.

Ingredients and Property

This division experienced exceptional revenue growth in the quarter driven both by the impact of commodity price movements and strong underlying demand.

Financial Position

As previously reported, the Group successfully completed the refinancing of its primary bank facility of £280m for a 5 year term at competitive rates during May.

Outlook

The trading environment in our core UK convenience foods market has been both challenging and volatile during 2011 and the Board expects this to remain the case in the seasonally important final quarter of FY2011. Nevertheless, assuming that the average Euro: Sterling exchange rate for the full year remains in the range of 0.85-0.87, the Board anticipates delivering adjusted EPS in line with market expectations."

(b) Uniq current trading

On 17 June 2011, Uniq gave the following trading update at its annual general meeting:

"Trading in the first 21 weeks of 2011 has been in line with the board's expectations. Overall sales have increased by 2.4% on the same period last year. Desserts sales are down 5.9% reflecting the phased exit of Cottage Cheese and the loss of Everyday Desserts business from Minsterley from April 2011, as previously reported, while Premium Desserts sales are ahead of last year. Food to Go sales are up on last year by 11.2% as a result of a continued focus on providing the product and service required by our customers and the end consumer."

Despite Uniq's intention to build its capability and customer base for its premium, differentiated yoghurt at Minsterley, a further reduction in the margins achievable in this sector has lead Uniq to conclude that the returns it can realise from this category are insufficient to justify further investment in capital. Consequently, the Uniq Directors have decided to withdraw from yoghurt in April 2012. This is likely to result in a number of employees being at risk of redundancy and a consultation process has commenced at the site. It is anticipated that following this restructuring, the loss of this business will not have a material impact of the financial position of the Minsterley site.

12. Management and Employees

It is intended that all of the current members of the Greencore Board will continue to serve on the Greencore Board following completion of the Acquisition.

The Greencore Board recognises that in order to achieve the planned benefits of the Acquisition some operational restructuring will be required following completion of the Acquisition, which may lead to some redundancies where the businesses have overlapping functions or where this would otherwise improve efficiency. However, no decisions will be taken regarding any redundancies, any changes to the locations of Uniq's places of businesses or the redeployment of Uniq's fixed assets until a business review has been undertaken following completion of the Acquisition and appropriate consultation with employee representatives has occurred.

The existing employment rights of all employees of both the Greencore Group and the Uniq Group will, following the completion of the Acquisition, be fully safeguarded and all employee consultation requirements will be complied with.

13. Uniq Share Scheme and Uniq Warrants

The Offer will extend to any Uniq Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) prior to the date on which the Offer closes (or such earlier date as Greencore may, subject to the Code, decide, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances or, if later, the first closing date) including any such shares unconditionally allotted or issued pursuant to the exercise of options under the Uniq Share Scheme.

There are currently options outstanding in respect of 11,000 Uniq Shares, but the exercise price of such options is less than the Offer Price. To the extent that options remain unexercised at the time the Offer becomes or is declared wholly unconditional, appropriate proposals will be made by Greencore to participants in the Uniq Share Scheme.

There are currently Uniq Warrants outstanding in respect of 234,846 Uniq Shares. Upon the Offer becoming unconditional in all respects, the holder of the Uniq Warrants will be able to give notice to exercise the Uniq Warrants. The Offer will extend to Uniq Shares resulting from the exercise of the Uniq Warrants.

14. Disclosure of Interests in Uniq

Diane Walker, a director of Greencore, beneficially owns 60 Uniq Shares.

Save as disclosed above, neither Greencore, nor any of the Greencore Directors, their immediate families or related trusts nor, so far as Greencore is aware, any party acting in concert with Greencore, had any interest in or right to subscribe in respect of any relevant securities of Uniq or had any short positions in respect of relevant securities of Uniq, or had borrowed or lent any relevant security of Uniq.

Greencore will today disclose the details required to be disclosed by it under Rule 8.1(a) of the Code.

15. Framework Agreement

Greencore, Greencore Foods and Uniq have entered into the Framework Agreement which contains provisions relating to the implementation of the Offer and certain assurances and confirmations between the parties (including terms regarding the conduct of the business of Uniq).

16. Financing of the Offer

Full acceptance of the Offer (assuming the exercise of all of the Warrants and the acceptance of the Offer by all Uniq Shareholders before the Offer closes) will result in the payment by the Company of approximately £113 million in cash to Uniq Shareholders.

It is intended that the funding for the Offer will be met by the proceeds of the Rights Issue and by drawing on a facility to be made available to the Greencore Group specifically for the purpose of implementing the Acquisition.

Barclays Capital is satisfied that sufficient resources are available to Greencore to satisfy in full the cash consideration payable pursuant to the Offer.

17. Cancellation of Trading and Re-registration

On completion of the Acquisition, application will be made for the cancellation of trading in Uniq Shares on AIM on 20 Business Days' notice. If sufficient valid acceptances of the Offer are received and/or sufficient Uniq Shares are otherwise acquired, the Company intends to apply the provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily any outstanding Uniq Shares to which the Offer relates.

18. Domicile and Listing of Greencore and Presentational Currency

Following the Acquisition and the Rights Issue, Greencore will remain domiciled and tax resident in Ireland, with its registered and corporate head office in Dublin. Greencore Shares will continue to be listed on the Irish Stock Exchange and the Official List of the UK Listing Authority.

In order to facilitate entry in to the FTSE UK Index Series, Greencore intends to apply for the cancellation of the Greencore Shares on the Official List of the Irish Stock Exchange and of the trading of Greencore Shares on the regulated market of the Irish Stock Exchange within the 12 month period following the date of this announcement.

Greencore will report results in pounds sterling. The change in currency and listing reflects the concentration of Greencore Group's activities in pounds sterling.

19. General

The Offer Document will be posted to Uniq Shareholders as soon as practicable and, in any event (save with the consent of the Panel), within 28 days of the date of this announcement.

The Prospectus will be posted to Greencore Shareholders on or about 15 July 2011.

The Offer will be made solely by the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Appendix IV contains definitions of the terms used in this announcement.

20. Presentation

A presentation will be made to analysts and institutional investors at 9.00am on Tuesday 12 July 2011 at Eversheds LLP, One Wood Street, London EC2V 7WS

This presentation can be accessed live through the following channels:

Webcast - details on: www.greencore.com/investor_relations

Conference call:

UK:	+44 (0)20 7136 6285
Ireland:	+353 (1) 4860916
Pass code:	5018234#

PRESS ENQUIRIES

For further information contact:

Greencore
Eoin Tonge	+353 (1) 605 1017
Patrick Coveney	+353 (1) 605 1045
Alan Williams	+353 (1) 605 1018

Uniq
Geoff Eaton	+44 (0) 1753 276011
Martin Beer

Barclays Capital (financial adviser, sole sponsor and joint broker to Greencore and sole global co-ordinator and bookrunner for the Rights Issue)
Mark Todd	+44 (0) 20 7623 2323
Jon Bathard-Smith (Corporate Broking)

Investec (financial adviser, NOMAD and broker to Uniq)
Clifford Halvorsen	+44 (0) 20 7597 4000
David Anderson

Spayne Lindsay (financial adviser to Angel Street)
Tom Lindsay	+44 (0) 20 7808 3240
Paul Satchell

Goodbody Stockbrokers (joint broker to Greencore)
Linda C. Hickey	+353 (1) 641 6017

Powerscourt (PR adviser to Greencore)
Greg Lawless	+44 (0) 20 7250 1446
Lisa Kavanagh

Drury Communications (PR adviser to Greencore)
Anne-Marie Curran	+353 (1) 260 5000

MHP (PR adviser to Uniq)
Tim McCall	+44 (0) 20 3128 8791

Uniq Shareholders (including, without limitation, nominees, trustees or custodians) must not forward this announcement to the United States, Canada, Australia, Japan or any other such jurisdiction.

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This announcement includes forward-looking statements, such as Greencore's beliefs and expectations regarding the proposed combination of Greencore's and Uniq's businesses. These statements are based on certain assumptions and reflect Greencore's current expectations. Forward-looking statements also include statements about Greencore's beliefs and expectations related to the Acquisition, benefits that would be afforded to customers, benefits to the Greencore Group that are expected to be obtained as a result of the Acquisition, as well as Greencore's ability to enhance shareholder value through, among other things, the delivery of expected synergies. There can be no assurance that the Acquisition will be consummated or that the anticipated benefits will be realised. The Acquisition is subject to various approvals and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or such conditions will be met. All forward-looking statements in this announcement are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. These risks and uncertainties include: the ability to achieve the cost savings and synergies contemplated through the Acquisition; the failure of Greencore Shareholders to approve the Acquisition; the failure of Angel Street to comply with its obligations under its irrevocable undertaking; the effect of regulatory conditions, if any, imposed by regulatory authorities; the reaction of Greencore's and Uniq's customers, employees and suppliers to the Acquisition; the ability to promptly and effectively integrate the businesses of Greencore and Uniq; and the diversion of management time on Acquisition-related issues. Additional factors that could cause actual results or events to differ materially from current expectations are discussed in Greencore's and Uniq's respective materials filed with the securities regulatory authorities in the United Kingdom and in the Republic of Ireland (as the case may be) from time to time including Greencore's Annual Report and Accounts for the financial year ended 25 September 2010 and Uniq's Annual Report and Accounts for the financial year ended 31 December 2010. Any forward-looking statements made by or on behalf of Greencore and Uniq speak only as of the date they are made. Greencore and Uniq each disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Past performance is no guarantee of future performance.

Publication on website

APPENDIX I

Conditions and Certain Further Terms of the Offer

A. Conditions Of The Offer

The Offer will be subject to the following conditions:

1. Acceptances

Valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 pm on the first closing date of the Offer (or, subject to the Code, such later time(s) and/or dates(s) as Greencore may decide) in respect of (1) not less than 90 per cent. in nominal value of Uniq Shares to which the Offer relates and (2) not less than 90 per cent. of the voting rights carried by those shares (or, in either case, such lower percentage as Greencore may decide). However, this condition will not be satisfied unless Greencore and/or its wholly‑owned subsidiaries have acquired or agreed to acquire Uniq Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of Uniq including, for this purpose, to the extent (if any) required by the Code, the voting rights attaching to any Uniq Shares which may be unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances. In this condition:

(a) the expression "Uniq Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) Companies Act 2006;

(b) Uniq Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry when they are issued; and

(c) valid acceptances shall be treated as having been received in respect of any Uniq Shares that Greencore Group shall, pursuant to section 979(8) and, if applicable, section 979(9) Companies Act 2006, be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer.

2. Shareholder Approval And Admission Of New Greencore Shares

(a) The passing at an extraordinary general meeting of Greencore (or any adjournment thereof) of such resolution or resolutions as may be necessary to approve, implement and effect the Offer and the acquisition of any Uniq Shares under the Offer or otherwise;

(b) the passing at an extraordinary general meeting of Greencore (or any adjournment thereof) of such resolution or resolutions as may be necessary to approve, implement and effect the Rights Issue; and

(c) the admission of the New Greencore Shares, nil paid and fully paid, becoming effective in accordance with the Listing Rules and the admission of such shares to trading becoming effective in accordance with the Admission and Disclosure Standards of the London Stock Exchange.

3. Competition Issues

(a) Without limitation to condition 4 below and in addition to paragraphs (b), (c) and (d) below, one of the following subparagraphs (i), (ii) (iii) or (iv) below having been fulfilled or this paragraph (a) having been waived by Greencore:

(i) the Office of Fair Trading ("OFT") indicating in terms satisfactory to Greencore (acting reasonably) that it does not believe that the Offer or any part of the Offer creates a relevant merger situation within the meaning of section 23 Enterprise Act 2002 ("Enterprise Act"); or

(ii) the OFT indicating in terms satisfactory to Greencore (acting reasonably) that it has decided not to refer the Offer or any part of the Offer to the Competition Commission under section 33 Enterprise Act regardless of whether or not Greencore has offered undertakings in lieu of such a reference, or the statutory period for the making of such a reference having expired without any such reference being made; or

(iii) the period for considering any merger notice given to the OFT by Greencore under section 96 Enterprise Act having expired without any such reference being made, provided that section 100 Enterprise Act does not apply in relation to such merger notice; or

(iv) a request to the European Commission having been made either by the competent authorities of one or more EU member states under Article 22(1) of Council Regulation (EC) No. 139/2004 ("ECMR"), or by Greencore or Uniq under Article 4(5) of the ECMR, and such request having been accepted by the European Commission.

(b) Without limitation to condition 4 below and in addition to paragraph (a) above and paragraph (c) and (d) below, one of the following subparagraphs (i), (ii) or (iii) having been fulfilled, or this paragraph (b) having been waived by Greencore:

(i) the Secretary of State for Trade and Industry ("the Secretary of State") not having given an intervention notice to the OFT under section 42(2) Enterprise Act in respect of the Offer prior to the OFT's indication referred to in paragraph (a)(ii) above; or

(ii) where the Secretary of State has given an intervention notice to the OFT under the said section 42(2) in respect of the Offer, the matters to which the said notice relates being finally determined within the meaning of section 43(4) Enterprise Act without any enforcement action being taken by the Secretary of State pursuant to section 55(2) Enterprise Act; or

(iii) where the Secretary of State has given an intervention notice to the OFT under the said section 42(2) in respect of the Offer, Greencore agreeing to give such undertakings to the Secretary of State as Greencore considers acceptable and such undertakings being accepted by the Secretary of State under paragraph 9 of Schedule 7 of the Enterprise Act.

(c) Without limitation to condition 4 below and in addition to paragraphs (a) and (b) above and paragraph (d) below, one of the following subparagraphs (i), (ii) or (iii) having been fulfilled:

(i) no request to the European Commission having been made either by the competent authorities of one or more EU member states under Article 22(1) of the ECMR, nor by Greencore or Uniq under Article 4(5) of the ECMR; or

(ii) such request having been made but not having been accepted by the Commission; or

(iii) such request having been made and having been accepted by the European Commission, one of the following sub subparagraphs (1) or (2) having been met:

(1) Greencore having received in terms satisfactory to it (acting reasonably) confirmation from the European Commission under Article 6(1)(b) of the ECMR that the European Commission has decided not to oppose the Offer and has declared it to be compatible with the common market, whether or not such confirmation is subject to the fulfilment of one or more conditions or obligations which are satisfactory to Greencore (acting reasonably); or

(2) the time limit (including any applicable extension) for the taking by the European Commission of a decision under Article 6(1) of the ECMR having passed with no such decision having been taken.

(d) Without limitation to condition 4 below and in addition to paragraphs (a), (b) and (c) above, one of the following subparagraphs (i) or (ii) having been fulfilled:

(i) the Irish Competition Authority having confirmed, pursuant to Section 21(2) of the Irish Competition Act 2002 (as amended), that the result of the transaction contemplated by the Offer will not be to substantially lessen competition in markets for goods or services in Ireland; or

(ii) the time period provided for in Section 21(2) of the Competition Act 2002 having expired without the Irish Competition Authority informing Greencore that it intends to carry out an investigation under Section 22 of the Competition Act 2002.

4. Authorisations

(a) All authorisations in any jurisdiction which Greencore reasonably considers necessary or appropriate for, or in respect of, the Offer, its implementation or any acquisition of any shares in, or control of, Uniq or any other member of the Wider Uniq Group by any member of the Wider Greencore Group having been obtained in terms and in a form satisfactory to Greencore acting reasonably from any relevant person or from any person or body with whom any member of the Wider Uniq Group has entered into contractual arrangements and all such authorisations remaining in full force and effect and there being no intimation of any intention to revoke or not renew the same; and

(b) all authorisations which Greencore reasonably considers necessary to carry on the business of any member of the Wider Uniq Group remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same; and

(c) all filings which Greencore reasonably considers necessary having been made and all applicable waiting and other periods having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with.

5. Regulatory Intervention

No relevant person having taken, instituted, implemented or threatened any legal proceedings, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, order or decision or taken any other step and there not continuing to be outstanding any statute, regulation, order or decision that would or might reasonably be expected to:

(a) make the Offer, its implementation or the acquisition or proposed acquisition of any shares in, or control or management of, the Wider Uniq Group by Greencore illegal, void or unenforceable; or

(b) otherwise directly or indirectly prevent, prohibit or otherwise materially restrict, restrain, delay or interfere in the implementation of or impose additional conditions or obligations with respect to or otherwise challenge or require amendment of the Offer or the proposed acquisition of Uniq by Greencore or any acquisition of shares in Uniq by Greencore; or

(d) impose any material limitation on the ability of any member of the Wider Greencore Group or any member of the Wider Uniq Group to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities or the equivalent in any member of the Wider Uniq Group or management control over any member of the Wider Uniq Group in any such case in a manner or to an extent which is material to Greencore in the context of the Offer or, as the case may be, in the context of the Wider Greencore Group or the Wider Uniq Group taken as a whole; or

(e) require, prevent or materially delay the disposal by Uniq or any member of the Wider Greencore Group, or require the disposal or alter the terms of any proposed disposal by any member of the Wider Uniq Group, of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties in any such case in a manner or to an extent which is material to Greencore in the context of the Offer or, as the case may be, in the context of the Wider Greencore Group or the Wider Uniq Group taken as a whole; or

(f) require any member of the Wider Greencore Group or of the Wider Uniq Group to offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Uniq Group or any member of the Wider Greencore Group owned by any third party (in each case, other than in implementation of the Offer), where such acquisition would be material to Greencore in the context of the Offer or, as the case may be, in the context of the Wider Greencore Group or the Wider Uniq Group taken as a whole; or

(g) impose any limitation on the ability of any member of the Wider Greencore Group or the Wider Uniq Group to integrate or co‑ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Greencore Group and/or the Wider Uniq Group in each case in a manner which would be material to Greencore in the context of the Offer or, as the case may be, in the context of the Wider Greencore Group or the Wider Uniq Group taken as a whole; or

(h) result in any member of the Wider Greencore Group or the Wider Uniq Group ceasing to be able to carry on business under any name under which it presently does so to an extent which is material to Greencore in the context of the Offer or, as the case may be, in the context of the Wider Greencore Group or the Wider Uniq Group taken as a whole; or

(i) otherwise adversely affect any or all of the businesses, assets, prospects or profits of any member of the Wider Greencore Group or the Wider Uniq Group to an extent which is material to the Greencore in the context of the Offer or, as the case may be, in the context of the Wider Greencore Group or the Wider Uniq Group taken as a whole,

and all applicable waiting and other time periods during which any such relevant person could institute, or implement or threaten any legal proceedings, having expired, lapsed or been terminated.

6. Consequences Of The Offer

Save as Publicly Announced or Disclosed there being no provision of any agreements to which any member of the Wider Uniq Group is a party, or by or to which any such member, or any part of its assets, may be bound, entitled or subject, which would, in each case as a consequence of the Offer or of the acquisition or proposed acquisition of all or any part of the issued share capital of, or change of control or management of, Uniq or any other member of the Uniq Group, reasonably be expected to result (in each case to an extent which is material to Greencore in the context of the Offer or, as the case may be, in the context of the Wider Uniq Group taken as a whole) in:

(a) any material assets or interests of any member of the Wider Uniq Group being or falling to be disposed of or charged in any way or ceasing to be available to any member of the Wider Uniq Group or any rights arising under which any such asset or interest could be required to be disposed of or charged in any way or could cease to be available to any member of the Wider Uniq Group otherwise than in the ordinary course of business; or

(b) any moneys borrowed by or other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider Uniq Group being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or the ability of such member of the Wider Uniq Group to incur any such borrowing or indebtedness becoming or being capable of becoming withdrawn, inhibited or prohibited; or

(c) any such agreement or the rights, liabilities, obligations or interests of any such member under it being terminated or adversely modified or affected or any onerous obligation arising or any adverse action being taken under it; or

(d) the interests or business of any such member in or with any third party (or any arrangements relating to any such interests or business) being terminated or adversely modified or affected; or

(e) the financial or trading position or prospects or value of any member of the Wider Uniq Group being prejudiced or adversely affected; or

(f) the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Uniq Group or any such security (whenever arising or having arisen) becoming enforceable or being enforced; or

(g) any member of the Wider Uniq Group ceasing to be able to carry on business under any name under which or on the terms on which it currently does so or any person presently not able to carry on business under any name under which any member of the Wider Uniq Group currently does becoming able to do so; or

(h) the creation of actual or contingent liabilities by any member of the Wider Uniq Group; or

(i) the ability of any member of the Greencore Group to carry on its business being adversely affected in any material respect,

and no event having occurred which, under any provision of any such agreement to which any member of the Wider Uniq Group is a party, or by or to which any such member, or any of its assets, may be bound, entitled or subject, could result , to an extent which is material to Greencore in the context of the Offer or, as the case may be in the context of the Wider Uniq Group taken as a whole, in any of the events or circumstances as are referred to in subparagraphs (a) to (i) inclusive.

7. No Corporate Action Taken Since The Accounting Date

Since the Accounting Date, save as otherwise Publicly Announced or Disclosed or pursuant to transactions in favour of Uniq or a wholly‑owned subsidiary of Uniq, no member of the Wider Uniq Group having:

(a) issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save pursuant to the Uniq Share Scheme or the Uniq Warrants); or

(b) redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment or reduction of any part of its share capital or made or proposed the making of any other change to its share capital; or

(c) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus issue or other distribution whether payable in cash or otherwise; or

(d) merged or demerged with or from, or acquired, any body corporate or authorised or proposed or announced any intention to propose any such merger or demerger; or

(e) other than in the ordinary course of business acquired or disposed of, transferred, mortgaged or charged, or created or granted any security interest over, any assets (including shares and trade investments) or authorised or proposed or announced any intention to propose any acquisition, disposal, transfer, mortgage, charge or creation or grant of any security interest (which in any case is material in the context of the Wider Uniq Group taken as a whole); or

(f) issued or authorised or proposed the issue of any debentures or incurred or save in the ordinary course of business increased any borrowings, indebtedness or liability (actual or contingent) of any aggregate amount which is material in the context of the Wider Uniq Group taken as a whole; or

(g) entered into or varied, or authorised or proposed the entry into or variation of, or announced its intention to enter into or vary, any transaction, arrangement, contract or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or could involve an obligation of such nature or magnitude or which is or could be restrictive to the existing business of any member of the Wider Uniq Group or which is other than in the ordinary course of business and which in any such case is material in the context of the Wider Uniq Group taken as a whole; or

(h) entered into, implemented, effected, authorised or proposed or announced its intention to enter into, implement, effect, authorise or propose any contract, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which is material in the context of the Wider Uniq Group taken as a whole; or

(i) waived or compromised any claim which is material in the context of the Wider Uniq Group taken as a whole; or

(j) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract with any of the directors or senior executives of Uniq or (to the extent it is material in the context of the Wider Uniq Group taken as a whole) any of the directors or senior executives of any other member of the Wider Uniq Group; or

(k) taken or proposed any corporate action or had any legal proceedings instituted or threatened against it or petition presented for its winding‑up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction which in any case is material in the context of the Wider Uniq Group taken as a whole; or

(l) been unable, or admitted in writing that it is unable, to pay its debts or has stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, in any case which is or would be material in the context of the Wider Uniq Group taken as a whole; or

(m) made any alteration to its articles of association, or other incorporation documents; or

(n) in relation to the pension schemes established for its directors and/or other employees and/or their dependants, made or consented to any change, in any case which is or would be material in the context of the Wider Uniq Group taken as a whole, to:

(i) the terms of the trust deeds constituting such pension schemes or to the benefits which accrue;

(ii) the pensions which are payable, under them;

(iii) the basis on which qualifications for or accrual of or entitlement to such benefits or pensions are calculated or determined;

(iv) the basis upon which the liabilities (including pensions) of such pension schemes are funded or made;

(v) or agreed or consented to any change to the trustees of such pension schemes; or

(o) entered into any agreement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this condition 7.

8. Other Events Since the Accounting Date

In the period since the Accounting Date save as Publicly Announced or Disclosed:

(a) no litigation or arbitration proceedings, prosecution, investigation or other legal proceedings having been announced, instituted, threatened or remaining outstanding by, against or in respect of, any member of the Wider Uniq Group or to which any member of the Wider Uniq Group is or may become a party (whether as claimant, defendant or otherwise) which is material in the context of the Wider Uniq Group taken as a whole; or

(b) no adverse change or deterioration having occurred in the business or assets or financial or trading position or prospects, assets or profits of any member of the Wider Uniq Group which is material in the context of the Wider Uniq Group taken as a whole; or

(c) no enquiry or investigation by, or complaint or reference to, any relevant person against or in respect of any member of the Wider Uniq Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of, any member of the Wider Uniq Group which in any such case is material in the context of the Wider Uniq Group taken as a whole; or

(d) no contingent or other liability having arisen or become apparent or increased which is material in the context of the Wider Uniq Group taken as a whole.

9. Environmental and Other Issues

Save as Publicly Announced or Disclosed Greencore not having discovered that:

Environmental

(a) any past or present member of the Wider Uniq Group has not complied in a material respect with all applicable legislation or regulations or authorisations of any jurisdiction with regard to the use, handling, storage, transport, production, supply, treatment, keeping, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to damage or impair the environment or harm human health or otherwise relating to environmental matters or the health and safety of any person or that there has otherwise been any such use, handling, storage, transport, production, supply, treatment, keeping, disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations or authorisations and wherever the same may have taken place), which, in any such case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Uniq Group which is material in the context of the Wider Uniq Group taken as a whole; or

(b) there has been a material disposal, discharge, release, spillage, leak or emission of any waste or hazardous substance or any substance likely to damage or impair the environment or harm human health which would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Uniq Group which is material in the context of the Wider Uniq Group taken as a whole; or

(c) there is, or is likely to be any liability (whether actual or contingent) or cost on the part of any member of the Wider Uniq Group to make good, repair, reinstate or clean up any relevant asset or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant person or third party or otherwise which is material in the context of the Wider Uniq Group taken as a whole; or

(d) circumstances exist (whether as a result of the making of the Offer or otherwise):

(i) which would be likely to lead to any relevant person instituting; or

(ii) whereby any past or present member of the Wider Uniq Group would be likely to be required to institute;

an environmental audit or take any steps which would in any such case be likely to result in any actual or contingent liability to improve or modify existing plant or install new plant, machinery or equipment or carry out any changes in the processes carried out or make good, repair, reinstate or clean up any relevant asset or any other property or any controlled waters which is material in the context of the Wider Uniq Group taken as a whole;

Product Liability

(e) circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Uniq Group, which claim or claims would be likely to be material in the context of the Wider Uniq Group taken as a whole;

Information

(f) the financial, business or other information disclosed at any time by any member of the Wider Uniq Group, whether publicly or in the context of the Offer either contained a material misrepresentation of fact or omitted to state a fact necessary to make the information disclosed not materially misleading; or

(g) any contingent liability disclosed in such disclosed information would or might materially and adversely affect, directly or indirectly, the business, profits or prospects of the Wider Uniq Group taken as a whole; or

(h) any information disclosed at any time by or on behalf of any member of the Wider Uniq Group is or becomes materially incorrect; or

(i) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Uniq Group to an extent which is material in the context of the Wider Uniq Group taken as a whole;

Accounts

(j) any member of the Wider Uniq Group is subject to any liability, contingent or otherwise, which is material in the context of the Wider Uniq Group taken as a whole;

Intellectual Property

(k) any member of the Wider Uniq Group does not own or have licensed to it or otherwise possess legally enforceable rights to use all intellectual property that is:

(i) required or reasonably necessary for the conduct of business of the relevant member of the Wider Uniq Group as currently conducted; or

(ii) under development for such business;

and, in either case, the absence of which, individually or in the aggregate, would be material in the context of the Wider Uniq Group taken as a whole; or

(l) any member of the Wider Uniq Group has infringed, any intellectual property rights of any third party where the consequences of which would be material in the context of the Wider Uniq Group taken as a whole; or

(m) any claims have been asserted in writing or threatened in writing by any person:

(i) that the Wider Uniq Group infringes any intellectual property of any third party; or

(ii) challenging the ownership of any member of the Wider Uniq Group to, or the validity or effectiveness of, any of its intellectual property;

and any such claims are material in the context of the Wider Uniq Group taken as a whole; or

(n) any intellectual property held by any member of the Wider Uniq Group that is material in the context of the Wider Uniq Group taken as a whole is not valid and subsisting; or

(o) there is material unauthorised use, infringement or misappropriation of any intellectual property of any member of the Wider Uniq Group by any third party; or

(p) any persons who are now, or within the last five years have been, employees, consultants or contractors of any member of the Wider Uniq Group have failed to execute proprietary information and confidentiality agreements, where such failure is material in the context of the Wider Uniq Group taken as a whole; or

Criminal Property

(q) any asset of any member of the Wider Uniq Group constitutes criminal property as defined by section 340(3) Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

B. Certain Further Terms of the Offer

The conditions are inserted for the benefit of Greencore and no Uniq Shareholder shall be entitled to waive any of the conditions without the prior consent of Greencore.

Subject to the requirements of the Panel, Greencore reserves the right to waive all or any of conditions 3 to 9 (inclusive) in whole or in part.

Each of conditions 1 to 9 shall be regarded as a separate condition and shall not be limited by reference to any other condition.

The Offer will lapse if the proposed acquisition of Uniq is referred to the Competition Commission or if the European Commission either initiates proceedings under Article 6(1)(c) of the ECMR or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the ECMR before 1.00 pm on the first closing date or the time and date on which the Offer becomes or is declared unconditional as to acceptances (whichever is the later).

If the Offer lapses, it will cease to be capable of further acceptance and persons accepting the Offer and Greencore shall thereupon cease to be bound by acceptances submitted before the time the Offer lapses.

The Offer will lapse unless all of the conditions relating to the Offer have been fulfilled or (if capable of waiver) waived by, or, where appropriate, have been determined by Greencore to be and remain satisfied by, midnight on the twenty first day after the later of:

(a) the first closing date; or

(b) the date on which the Offer becomes unconditional as to acceptances

or such later date as Greencore may, with the consent of the Panel, decide. Greencore shall be under no obligation to waive or treat as satisfied any condition by a date earlier than the latest date specified above for its satisfaction even though the other conditions of the Offer may, at such earlier date, have been waived or fulfilled and there are, at such earlier date, no circumstances indicating that any such conditions may not be capable of fulfilment.

If Greencore is required by the Panel to make an offer for Uniq Shares under Rule 9 of the Code, Greencore may make such alterations to the conditions of the Offer set out above, including condition 1, as are necessary to comply with that Rule.

Uniq Shares will be acquired by Greencore fully paid and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre‑emption and any other third party rights and/or interests of any nature whatsoever and together with all rights attaching to them, now or in the future, including the right to receive and retain all dividends, interest and other distributions declared, paid or made after the Announcement Date.

The Offer will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically, or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This document does not constitute an offer in the United States, Canada, Australia or Japan or any such other jurisdiction and the Offer should not be accepted by any such use, means, instrumentality or facilities or otherwise from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly, copies of this document are not being and must not be mailed, transmitted or otherwise distributed in whole or in part, in, into or from the United States, Canada, Australia or Japan or any such other jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from the United States, Canada, Australia or Japan. or any such other jurisdiction. Doing so may render invalid any purported acceptance of the Offer.

The Offer will comply with English law and the Code.

Greencore reserves the right, with the consent of the Uniq Directors, to elect to implement the acquisition of the Uniq Shares by way of a Scheme of Arrangement under sections 895 to 901 Companies Act 2006. In such event, the Scheme of Arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which could apply to the Offer. In particular, condition 1 will not apply and the Scheme of Arrangement will become effective and binding following:

(i) approval at the Court Meeting by a majority in number, representing 75 per cent. in value present and voting, either in person or by proxy, of the holders of the Uniq Shares (or the relevant class or classes thereof);

(ii) the resolution(s) required to approve and implement the Scheme of Arrangement and to be set out in the notice of General Meeting to the holders of Uniq Shares being passed by the requisite majority at such General Meeting; and

(iii) sanction of the Scheme of Arrangement and confirmation of the reduction of capital involved therein by the Court (in both cases with or without modifications on terms reasonably acceptable to Greencore) and a copy of the orders of the Court sanctioning the Scheme of Arrangement and confirming the reduction of share capital which forms part of it and a statement of capital being delivered to the Registrar of Companies in England and Wales or, if the Court so orders, registration of the Court order confirming the reduction of capital of Uniq and the statement of capital by the Registrar of Companies.

APPENDIX II

Sources and Bases of Information

(i) The value placed by the Offer on the existing issued share capital of Uniq is based on 117,187,949 Uniq Shares in issue on 11 July 2011, the last dealing day prior to the date of this announcement.

(ii) The Opening Price of a Uniq Share on 1 April 2011, the day on which Uniq announced that it had been informed that Angel Street intended to undertake a process to realise all or part of its shareholding in Uniq, and on 11 July 2011, the last dealing day prior to the date of this announcement, are taken from the Official List.

(iii) Unless otherwise stated, the financial information relating to Uniq is extracted from the audited consolidated financial statements of Uniq for the year ended 31 December 2010.

(iv) The financial information relating to Greencore is extracted from the unaudited consolidated Group Condensed Financial Statements for the half year ended 25 March 2011 and the audited consolidated Group Financial Statements for the year ended 24 September 2010.

(i)

APPENDIX III

Part 1: Irrevocable Undertakings to Accept the Offer

Name of Uniq Shareholder	Number of Uniq Shares	Percentage of Uniq issued share capital
Angel Street Limited	105,704,563	90.20
Geoff Eaton	25,130	0.02
Martin Beer	6,790	0.00
John Warren	5,823	0.00
Belinda Gooding	150	0.00

Part 2: Irrevocable Undertakings and Letters of Intent to Support the Acquisition and the Rights Issue

Irrevocable Undertakings

Name of Greencore Shareholder	Number of Greencore Shares	Percentage of Greencore issued share capital
Polaris Capital Management, LLC	30,883,283	14.77
Artemis Investment Management LLP	11,720,404	5.60

Letters of Intent

Name of Greencore Shareholder	Number of Greencore Shares	Percentage of Greencore issued share capital
Letko Brosseau	Approximately 23,800,000	Approximately 11.38
Sheffield Asset Management LLC	11,794,803	5.64

APPENDIX IV

Definitions

For the purposes of these conditions the following expressions have the following meaning:

"Accounting Date"	31 December 2010
"Acquisition"	the proposed acquisition by Greencore of Uniq, to be implemented by way of the Offer or, subject to the consent of the Panel, by way of Scheme of Arrangement under Part 26 of the Companies Act 2006
"Admission and Disclosure Standards"	the requirements contained in the publication of the London Stock Exchange "Admission and Disclosure Standards" (as amended from time to time) containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities
"Admission"	the admission of the New Greencore Shares, nil paid and fully paid, to the Official Lists of the UK Listing Authority and the Irish Stock Exchange and to trading on the regulated markets of the London Stock Exchange and the Irish Stock Exchange
"agreements"	arrangements, agreements, commitments, licences, permits, franchises, partnerships, joint ventures, authorisations or other instruments
"AIM"	the Alternative Investment Market of the London Stock Exchange
"Angel Street"	Angel Street Limited (in administration), whose registered office is at 30 Finsbury Square, London EC2P 2YU and registered number 7505255 which is the holder of 90.2 per cent. of the Uniq Shares and whose primary creditor is the Trustee
"Announcement Date"	12 July 2011
"authorisations"	authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals
"Barclays Capital"	Barclays Capital, the investment banking division of Barclays Bank PLC
"Business Day"	any day (other than a Saturday or Sunday or a public holiday) on which banks generally are open for business in London (other than solely for settlement and trading in euro)
"Class 1 Transaction"	a major transaction for a listed company, the size of which results in a 25 per cent. threshold being reached under any one of the "class tests" set out in Chapter 10 of the UK Listing Rules or in Chapter 7 of the Irish Listing Rules
"Closing Price"	the closing middle-market quotation of a Uniq Share or (as the case may be) a Greencore Share as derived from the Daily Official List or the Daily Official List of the Irish Stock Exchange, respectively
"Code" or "City Code"	the City Code on Takeovers and Mergers as from time to time interpreted by the Panel
"Companies Acts"	the Companies Acts, 1963 to 2009 of Ireland (to the extent currently in force) and every other enactment which is to be read together with any of those Acts
"Company" or "Greencore"	Greencore Group plc whose registered office is at No. 2 Northwood Avenue, Northwood Business Park, Santry Dublin 9, Ireland and whose registered number is 170116
"Competition Commission"	the body corporate known as the Competition Commission as established under section 45 of the Competition Act 1998, as amended
"Daily Official List"	the official list of share prices produced by the London Stock Exchange
"Directors"	the directors of Greencore Group plc and "Director" means any one of them
"Disclosed"	fairly disclosed in writing by or on behalf of Uniq to Greencore or its advisers
"EGM"	means the extraordinary general meeting of Greencore to be convened for on or about 8 August 2011 for the purposes of considering and, if thought fit, approving the Resolutions relating to the Acquisition and the Rights Issue
"Excluded Territories"	Canada, Australia or Japan
"Existing Greencore Shares"	the Greencore Shares in issue immediately prior to the Admission of the New Greencore Shares in connection with the Rights Issue
"first closing date"	the date falling 21 days after the date on which the Offer Document is posted
"Form of Acceptance"	the form of acceptance and authority relating to the Offer which will accompany the Offer Document
"Framework Agreement"	the framework agreement entered into between Greencore, Greencore Foods and Uniq regarding the Acquisition, details of which are set out in paragraph 15 of this announcement
"FSA"	the Financial Services Authority of the United Kingdom
"FSMA"	the Financial Services and Markets Act 2000, as amended
"Greencore Board" or "Greencore Directors"	the board of directors of Greencore
"Greencore Foods"	Greencore Foods Limited, a wholly owned subsidiary of Greencore Group plc
"Greencore Group"	Greencore and its Subsidiaries and Subsidiary Undertakings from time to time, including the Uniq Group from the date of completion of the Acquisition
"Greencore Shares"	ordinary shares in the capital of Greencore having, prior to the Renominalisation taking effect, a nominal value of €0.63 and, following the Renominalisation taking effect, a nominal value of €0.01
"Greencore Shareholders"	the holders of Greencore Shares from time to time
"HSBC"	HSBC Bank plc
"intellectual property"	all patents, trademarks, trade names, service marks, copyrights, designs, databases and any applications therefore, schematics, technology, know‑how, computer software, programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material
"Investec"	Investec Bank plc
"Irish Competition Authority"	the Competition Authority, being the competition law regulatory body in Ireland
"Irish Listing Rules"	the Listing Rules of the Irish Stock Exchange
"Irish Stock Exchange"	the Irish Stock Exchange Limited or its successor(s)
"legal proceedings"	actions, suits, proceedings, investigations, references or enquiries
"Listing Rules"	the UK Listing Rules and the Irish Listing Rules
"London Stock Exchange"	London Stock Exchange plc
"New Greencore Shares"	the Greencore Shares proposed to be allotted and issued by Greencore pursuant to the Rights Issue
"Nil Paid Rights"	New Greencore Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue
"Notice of Extraordinary General Meeting"	the notice convening the EGM set out in the Prospectus
"Offer"	the recommended offer, to be made by Greencore to acquire all of the issued and to be issued Uniq Shares on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal thereof
"Offer Document"	the document to be sent to Uniq Shareholders which will contain the Offer
"Offer Price"	the sum of 96 pence per Uniq Share
"Office of Fair Trading"	the UK Office of Fair Trading
"Official List"	the official list of the Irish Stock Exchange and/or, as appropriate, the official list maintained by the UK Listing Authority
"Opening Price"	the opening middle-market quotation of a Uniq Share as derived from the Daily Official List
"Panel"	the Panel on Takeovers and Mergers
"Prospectus"	the prospectus relating to Greencore and the listing on the Official List of the New Greencore Shares to be issued pursuant to the Rights Issue (together with any supplements or amendments thereto) and containing the Notice of Extraordinary General Meeting
"Publicly Announced"	specifically disclosed in the annual report and accounts of Uniq for the year ended on the Accounting Date or in this announcement or in any other announcement made to a Regulatory Information Service since the date of publication of such report and accounts and prior to the Announcement Date
"Qualifying Shareholders"	holders of Existing Greencore Shares on the shareholder register of the Company at the Record Date
"RBS Hoare Govett"	RBS Hoare Govett Limited
"Record Date"	5 August 2011
"Regulatory Information Service"	as defined in the Listing Rules
"relevant asset"	land, property or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Uniq Group
"relevant persons"	governments, governmental, quasi‑governmental, supra-national, statutory, investigative, regulatory or administrative bodies or trade agencies, associations, institutions or courts, or professional or environmental bodies, or any other persons or bodies whatsoever in any jurisdiction
"Renominalisation"	the renominalisation of the Greencore Shares to be proposed at the EGM in order to facilitate the Rights Issue
"Resolutions"	the resolutions to be proposed at the EGM (and set out in the Notice of Extraordinary General Meeting) to approve the Acquisition, increase the share capital of Greencore, authorise the Greencore Directors to allot the New Greencore Shares and empower the Greencore Directors to dis-apply pre-emption rights in relation to the allotment of the New Greencore Shares
"Restructuring"	the restructuring of Uniq pursuant to a scheme of arrangement (and all matters ancillary thereto) as set out in the scheme document issued by Uniq on 9 February 2011
"Rights Issue"	the proposed issue of the New Greencore Shares to Greencore Shareholders by way of Rights
"Rights"	rights to acquire New Greencore Shares in the Rights Issue
"Spayne Lindsay"	Spayne Lindsay & Co. LLP
"Subsidiary Undertaking"	(a) in relation to Greencore, has the same meaning as in Regulation 4 of the European Communities (Companies: Group Accounts) Regulations 1992 of Ireland; and (b) in relation to Uniq, has the same meaning as in section 1162 of the Companies Act 2006 of England and Wales
"Subsidiary"	(a) in relation to Greencore, has the same meaning as in section 155 of the Companies Act 1963; and (b) in relation to Uniq, has the same meaning as in section 1159(1) of the Companies Act 2006
"substantial interest"	a direct or indirect interest in 20 per cent or more of the equity capital of an undertaking
"TERP"	the theoretical ex-rights price of a Greencore Share on the Record Date calculated by reference to the Closing Price on 11 July 2011 of a Greencore Share
"the Companies Act 2006"	the Companies Act 2006, as amended
"third party"	person, firm, company or body
"Trustee"	Uniq Pension Scheme Trustees Limited, as trustee of the Uniq Pension Scheme
"UK" or "United Kingdom"	The United Kingdom of Great Britain and Northern Ireland and its dependent territories
"UK Listing Authority"	the FSA in its capacity as the competent authority for the purposes of Part VI of the FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of the FSMA
"UK Listing Rules"	means the Listing Rules made by the FSA under section 73A of FSMA
"Underwriters"	Barclays Capital, HSBC and RBS Hoare Govett
"Underwriting Agreement"	the rights issue underwriting agreement entered into on 12 July 2011 between Greencore and the Underwriters
"Uniq"	Uniq plc
"Uniq Board" or "Uniq Directors"	the board of directors of Uniq
"Uniq Group"	Uniq and its Subsidiaries and Subsidiary Undertakings
"Uniq Holdings"	Uniq (Holdings) Limited whose registered office is at No.1 Chalfont Park, Gerrards Cross, Buckinghamshire SL9 0UN and registered number 621482
"Uniq Pension Scheme"	Uniq plc Pension Scheme, governed and administered in accordance with the provisions of a definitive trust deed and rules dated 30 September 2007, as amended (or, if the context so requires, the Trustee)
"Uniq Shareholders"	the holders of Uniq Shares from time to time
"Uniq Shares"	the existing unconditionally allotted or issued and fully paid ordinary shares of one pence each of Uniq and any further such shares which are unconditionally allotted or issued fully paid, or credited as fully paid, before the date on which the Offer closes (or before such earlier date as Greencore may, subject to the Code, decide, not being earlier than (a) the date on which the Offer becomes or is declared unconditional as to acceptances or (b), if later, the first closing date of the Offer)
"Uniq Share Scheme"	Uniq Share Option Plan
"Uniq Warrants"	the warrants issued by Uniq under the warrant instrument dated 11 February 2009
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia and all other areas subject to its jurisdiction
"US Securities Act"	the US Securities Act 1933, and the rules and regulations promulgated under it
"Wider Greencore Group"	Greencore and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertakings in which Greencore and/or such subsidiaries or undertakings (aggregating their interests) have a substantial interest
"Wider Uniq Group"	Uniq and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertakings in which Uniq and/or such subsidiaries or undertakings (aggregating their interests) have a substantial interest

In this document references to time are to London time.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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Friday, 31st May 2024

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